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20-F Asml 2016 Form 20-F United States Securities and Exchange Commission Washington, D.C. 20549 Form 20-F ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 for the fiscal year ended December 31, 2016 Commission file number 001-33463 ASML HOLDING N.V. (Exact Name of Registrant as Specified in Its Charter) THE NETHERLANDS (Jurisdiction of Incorporation or Organization) DE RUN 6501 5504 DR VELDHOVEN THE NETHERLANDS (Address of Principal Executive Offices) Craig DeYoung Telephone: +1 480 696 2762 E-mail: [email protected] 2650 W Geronimo Place Chandler, AZ 85224, USA (Name, Telephone, E-mail, and / or Facsimile number and Address of Company Contact Person) Securities registered or to be registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered Ordinary Shares The NASDAQ Stock Market LLC (nominal value EUR 0.09 per share) Securities registered or to be registered pursuant to Section 12(g) of the Act: None (Title of Class) Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None (Title of Class) Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report. 429,941,232 Ordinary Shares (nominal value EUR 0.09 per share) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes (x) No ( ) If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ( ) No (x) Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes (x) No ( ) Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes (x) No ( ) Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer (x) Accelerated filer ( ) Non-accelerated filer ( ) Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: U.S. GAAP (x) International Financial Reporting Standards as issued by the International Accounting Standards Board ( ) Other ( ) If "Other" has been checked in response to the previous question, indicate by checkmark which financial statement item the registrant has elected to follow. Item 17 ( ) Item 18 ( ) If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes ( ) No (x) Name and address of person authorized to receive notices and communications from the Securities and Exchange Commission: James A. McDonald Skadden, Arps, Slate, Meagher & Flom (UK) LLP 40 Bank Street, Canary Wharf London E14 5DS England ASML ANNUAL REPORT 2016 Contents Part I 1 Item 1 Identity of Directors, Senior Management and Advisors 1 Item 2 Offer Statistics and Expected Timetable 1 Item 3 Key Information A. Selected Financial Data B. Capitalization and Indebtedness C. Reasons for the Offer and Use of Proceeds D. Risk Factors 16 Item 4 Information on the Company A. History and Development of the Company B. Business Overview C. Organizational Structure D. Property, Plant and Equipment 24 Item 4A Unresolved Staff Comments 24 Item 5 Operating and Financial Review and Prospects Executive Summary A. Operating Results B. Liquidity and Capital Resources C. Research and Development, Patents and Licenses, etc. D. Trend Information E. Off-Balance Sheet Arrangements F. Tabular Disclosure of Contractual Obligations G. Safe Harbor 34 Item 6 Directors, Senior Management and Employees A. Directors and Senior Management B. Compensation C. Board Practices D. Employees E. Share Ownership 40 Item 7 Major Shareholders and Related Party Transactions A. Major Shareholders B. Related Party Transactions C. Interests of Experts & Counsel 41 Item 8 Financial Information A. Consolidated Statements and Other Financial Information B. Significant Changes 42 Item 9 The Offer and Listing A. Offer and Listing Details B. Plan of Distribution C. Markets D. Selling Shareholders E. Dilution F. Expenses of the Issue 43 Item 10 Additional Information A. Share Capital B. Memorandum and Articles of Association C. Material Contracts D. Exchange Controls E. Taxation F. Dividends and Paying Agents G. Statement by Experts H. Documents on Display I. Subsidiary Information ASML ANNUAL REPORT 2016 49 Item 11 Quantitative and Qualitative Disclosures About Market Risk 50 Item 12 Description of Securities Other Than Equity Securities Part II 51 Item 13 Defaults, Dividend Arrearages and Delinquencies 51 Item 14 Material Modifications to the Rights of Security Holders and Use of Proceeds 51 Item 15 Controls and Procedures 51 Item 16 A. Audit Committee Financial Expert B. Code of Ethics C. Principal Accountant Fees and Services D. Exemptions from the Listing Standards for Audit Committees E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers F. Change in Registrant’s Certifying Accountant G. Corporate Governance H. Mine Safety Disclosure Part III 56 Item 17 Financial Statements 56 Item 18 Financial Statements 56 Item 19 Exhibits D-1 Definitions ASML ANNUAL REPORT 2016 ASML ANNUAL REPORT 2016 Part I Special Note Regarding Forward-Looking Statements In addition to historical information, this Annual Report contains statements relating to our future business and/or results. These statements include certain projections and business trends that are "forward-looking" within the meaning of the Private Securities Litigation Reform Act of 1995. You can generally identify these statements by the use of words like "may", "will", "could", "should", "project", "believe", "anticipate", "expect", "plan", "estimate", "forecast", "potential", "intend", "continue" and variations of these words or comparable words. They appear in a number of places throughout this Annual Report and include statements with respect to our outlook, including expected customer demand in specified market segments including memory, logic and foundry, expected trends, systems backlog and bookings, IC unit demand, expected financial results, including expected sales levels, including expected service and field options sales, gross margin, SG&A and R&D expenses, other income, expected tax rate, expected capital expenditures and repayment obligations, annual revenue and EPS opportunity and potential, customer, partner and industry roadmaps, including shrink roadmaps, the planned acquisition of a minority stake in Zeiss and its expected benefits, including the funding of the transaction and future funding of Zeiss by ASML, the development of High-NA and the expected production of higher performance microchips at lower costs, the acquisition of HMI and its expected benefits, including expected contribution to ASML's results, the provision of e-beam metrology capability and its effect on holistic lithography solutions, including the introduction of a new class of pattern fidelity control and the improvement of customers’ control strategy, expected growth of our service business, expected shipments of systems, productivity of our tools and systems, including EUV productivity targets and goals, and system performance, including EUV system performance (such as endurance and availability of EUV systems), the development of EUV technology and EUV industrialization, the number of EUV systems expected to be shipped and recognized in revenue and timing of shipment, expected use of EUV systems in high volume manufacturing and revenue recognition, expected industry trends and expected trends in the business environment, including the expected continuation of Moore's law, dividend policy, our proposed dividend and plans to repurchase shares and the current share repurchase plan. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates, assumptions and projections about the business and our future financial results and readers should not place undue reliance on them. Forward- looking statements do not guarantee future performance, and actual results may differ materially from projected results as a result of certain risks, and uncertainties. These risks and uncertainties include, without limitation, those described under Item 3.D. "Risk Factors". These forward-looking statements are made only as of the date of this Annual Report. We do not undertake to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise. Item 1 Identity of Directors, Senior Management and Advisors Not applicable. Item 2 Offer Statistics and Expected Timetable Not applicable. Item 3 Key Information A. Selected Financial Data The following selected consolidated financial data should be read in conjunction with Item 5 "Operating and Financial Review and Prospects" and Item 18 "Financial Statements". On May 30, 2013, we acquired 100 percent of the issued share capital of Cymer. Financial information presented in our Annual Report includes Cymer from May 30, 2013 onwards. On November 22, 2016, we acquired 100 percent of the issued share capital of HMI. Financial information presented in our Annual Report includes HMI from November 22, 2016 onwards. A summary of all abbreviations, technical terms and definitions (of capitalized terms) used in this Annual Report is set forth on pages D-1 through D-5.
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